VendTek Revises E-Fresh Software Deal With Privinvest 2013-10-31 20:11 AT - News Release
Ms. Samantha White reports
VENDTEK SYSTEMS ANNOUNCES REVISED AGREEMENT WITH PRIVINVEST
VendTek Systems Inc. has reached an agreement to restructure its business relationship with its partner in the Middle East, Privinvest Holding SAL, by, among other things, amending the terms of its exclusive territory rights licence agreement with Privinvest.
Pursuant to the territory agreement, Privinvest has an exclusive, unlimited, irrevocable licence to use VendTek's e-Fresh software in 11 countries in the Middle East. The territory agreement provided for a total of $2.5-million (U.S.) in cash payments from Privinvest to VendTek spread over the initial term of 49 months. The parties have amended the territory agreement to, among other changes, remove the licence from one Middle Eastern country and add it for three African countries.
In addition to amending the territory agreement, VendTek entered into two additional non-exclusive software licence agreements with a company affiliated with Privinvest to license its e-Fresh software for use in two African countries for a per-transaction royalty fee.
As part of the restructuring, Privinvest and companies affiliated with it assigned their rights under the territory agreement and the new software licence agreements to Logistics International SAL (Offshore), another company affiliated with Privinvest.
Logistics has agreed to prepay the remainder of the amounts that are payable to VendTek under the territory agreement by way of payment of $300,000 (U.S.) in cash and returning to VendTek $750,000 of VendTek debt issued on Aug. 25, 2011, and due on Jan. 25, 2014, held by Logistics for cancellation.
This transaction is considered to be a related party transaction under Canadian securities law because Privinvest and companies affiliated with it hold in excess of 20 per cent of VendTek's issued and outstanding shares. However, the transaction is exempt from the special approval and evaluation requirements under Multilateral Instrument 61-101, protection of minority security holders in special transactions, as it is considered to be an ordinary-course-of-business transaction for the company. Also, pursuant to MI 61-101, VendTek advises that because the transaction has closed within 21 days of the date of this press release, the material change report in relation to this transaction will be filed less than 21 days before the closing. VendTek believes this shorter period is reasonable and necessary in the circumstances, as VendTek wished to complete the transaction in a timely manner and expedite the receipt of the consideration from Privinvest.
For more information, please contact Samantha White at 604-805-4653 or 1-800-806-4958 or by e-mail.
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